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Commercial Property Purchase Agreement for Switzerland

Commercial Property Purchase Agreement Template for Switzerland

A comprehensive legal document governed by Swiss law that formalizes the purchase and sale of commercial property in Switzerland. This agreement must comply with the Swiss Civil Code (ZGB) and Code of Obligations (OR), requiring execution before a public notary and subsequent registration in the land registry. The document outlines all essential elements of the transaction including property details, purchase price, payment terms, warranties, and completion requirements, while incorporating specific Swiss legal requirements such as notarization procedures and cantonal regulations. It provides legal protection for both parties and ensures compliance with Swiss property transfer laws, including considerations for Lex Koller when foreign buyers are involved.

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What is a Commercial Property Purchase Agreement?

The Commercial Property Purchase Agreement is a crucial legal document used in Switzerland for transferring ownership of commercial real estate. It must be drafted in compliance with Swiss federal and cantonal laws, particularly the Swiss Civil Code (ZGB) and Code of Obligations (OR). This document is essential when any business entity or individual wishes to purchase commercial property in Switzerland, whether for office space, retail locations, industrial facilities, or other commercial purposes. The agreement requires mandatory notarization and must be registered with the land registry office (Grundbuchamt). It includes comprehensive details about the property, purchase terms, warranties, and specific provisions required under Swiss law, such as environmental compliance and planning regulations. Special considerations apply when the purchaser is a foreign entity, triggering Lex Koller requirements. The document serves as the foundational agreement protecting both parties' interests while ensuring full compliance with Swiss property transfer regulations.

What sections should be included in a Commercial Property Purchase Agreement?

1. Parties: Identification of seller and purchaser with full legal details as required under Swiss law

2. Background: Context of the transaction and brief description of the commercial property

3. Definitions: Definitions of key terms used throughout the agreement

4. Property Description: Detailed description of the property including land registry details, boundaries, and included fixtures

5. Purchase Price: Specification of purchase price, payment terms, and payment schedule

6. Deposit: Details of deposit amount, payment timing, and escrow arrangements

7. Completion: Conditions and procedures for completion of the sale, including notarization requirements

8. Seller's Warranties: Warranties regarding property ownership, condition, and legal compliance

9. Property Transfer: Process and requirements for legal transfer of the property

10. Taxes and Costs: Allocation of transfer taxes, notary fees, and other transaction costs

11. Due Diligence: Buyer's inspection rights and due diligence process

12. Representations: Legal representations by both parties

13. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction

14. Notices: Process for formal communications between parties

What sections are optional to include in a Commercial Property Purchase Agreement?

1. Financing Conditions: Include when purchase is subject to buyer obtaining financing

2. Tenant Rights: Include when property has existing tenants and lease agreements

3. Environmental Provisions: Include when environmental issues or investigations are relevant

4. Construction Obligations: Include when property requires specific construction or modifications

5. Asset Transfer: Include when business assets are included in the property sale

6. Planning Permissions: Include when specific planning or zoning changes are required

7. VAT Election: Include when parties elect to treat the transaction as VAT-able

8. Lex Koller Compliance: Include when purchaser is a foreign person or entity

What schedules should be included in a Commercial Property Purchase Agreement?

1. Property Plan: Official land registry extract and property plans

2. Title Documents: Copies of title documents and land registry entries

3. Inventory: List of included fixtures, fittings, and equipment

4. Existing Leases: Details of any existing lease agreements

5. Due Diligence Results: Reports from technical, legal, and environmental due diligence

6. Building Permits: Copies of existing building permits and certificates

7. Service Contracts: List of transferring service contracts

8. Insurance Certificates: Relevant property insurance documentation

9. Environmental Reports: Environmental assessment and compliance reports

10. Payment Schedule: Detailed schedule of payment installments and timing

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Switzerland

Publisher

Ƶ

Document Type

Sales Contract

Sector

Sales

Cost

Free to use
Relevant legal definitions













































Clauses



































Relevant Industries

Real Estate

Commercial Property Development

Retail

Manufacturing

Hospitality

Healthcare

Office Space Management

Logistics and Warehousing

Industrial

Banking and Financial Services

Professional Services

Technology

Education

Relevant Teams

Legal

Real Estate

Finance

Operations

Facilities Management

Risk and Compliance

Corporate Development

Investment

Property Management

Business Development

Project Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Real Estate Director

Property Manager

Corporate Lawyer

Legal Counsel

Finance Director

Investment Manager

Facilities Manager

Development Director

Asset Manager

Commercial Director

Operations Manager

Risk Manager

Compliance Officer

Business Development Manager

Project Manager

Real Estate Analyst

Industries










Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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